Energizer 2014 Annual Report Download - page 76

ENERGIZER HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in millions, except per share)
The following table sets forth the computation of basic and diluted earnings per share:
(in millions, except per share data)
FOR THE YEARS ENDED
SEPTEMBER 30,
2014 2013 2012
Numerator:
Net earnings for basic and dilutive earnings per share $ 356.1 $ 407.0 $ 408.9
Denominator:
Weighted-average shares - basic 62.0 62.1 64.9
Effect of dilutive securities:
Stock options — 0.1 0.2
Restricted stock equivalents 0.6 0.7 0.6
Total dilutive securities 0.6 0.8 0.8
Weighted-average shares - diluted 62.6 62.9 65.7
Basic net earnings per share $ 5.74 $ 6.55 $ 6.30
Diluted net earnings per share $ 5.69 $ 6.47 $ 6.22
At September 30, 2014 and 2013, there were no shares considered anti-dilutive. At September 30, 2012 approximately 0.4
anti-dilutive securities were not included in the diluted net earnings per share calculations. In the event the potentially dilutive
securities are anti-dilutive on net earnings per share (i.e., have the effect of increasing earnings per share because the exercise
price is higher than the current share price), the impact of the potentially dilutive securities is not included in the computation.
(10) Share-Based Payments
The Company's Incentive Stock Plan was initially adopted by the Board of Directors in March 2000 and approved by
shareholders at the 2001 Annual Meeting of Shareholders. This plan was superseded in January 2009 as the Board of Directors
approved a new plan, which was approved by shareholders at the 2009 Annual Meeting of Shareholders (the "2009 Plan"). New
awards granted after January 2009 are issued under the 2009 Plan. Under the 2009 Plan, awards of restricted stock, restricted
stock equivalents or options to purchase the Company's common stock (ENR stock) may be granted to directors, officers and
employees. The 2009 Plan was amended and restated by approval of the shareholders at the January 2011 Annual Meeting of
Shareholders to set the maximum number of shares authorized for issuance under the plan to 8.0 million. A second amendment
and restatement to the Plan was approved by the shareholders at the January 2014 Annual Meeting of Shareholders to set the
maximum number of shares authorized for issuance under the plan to 12.0 million. For purposes of determining the number of
shares available for future issuance under the 2009 Plan, as amended and restated, awards of restricted stock and restricted
stock equivalents reduce the shares available for future issuance by 1.95 for every one share awarded. Options awarded reduce
the number of shares available for future issuance on a one-for-one basis. At September 30, 2014, 2013, and 2012 there were
6.2 million, 2.7 million and 3.3 million shares, respectively, available for future awards under the 2009 Plan, as amended and
restated. Since the original plan has been superseded, no further shares under this original plan were available for future awards
after the adoption of the 2009 plan, as amended and restated.
Options are granted at the market price on the grant date and generally have vested ratably over three to seven years. These
awards typically have a maximum term of 10 years. Restricted stock and restricted stock equivalent awards may also be
granted. Option shares and prices, and restricted stock and stock equivalent awards, are adjusted in conjunction with stock splits
and other recapitalizations so that the holder is in the same economic position before and after these equity transactions.
Through December 31, 2012, the Company permitted employee deferrals of bonus and, in the past, permitted deferrals of
retainers and fees for directors, under the terms of its Deferred Compensation Plan. Under this plan, employees or directors, that
deferred amounts into the Energizer Common Stock Unit Fund were credited with a number of stock equivalents based on the
estimated fair value of ENR stock at the time of deferral. In addition, the participants were credited with an additional number
of stock equivalents, equal to 25% for employees and 33% for directors, of the amount deferred. This additional match vested
immediately for directors and vests three years from the date of initial crediting for employees. Effective January 1, 2011, the
33% match for directors was eliminated for future deferrals. Effective January 1, 2013, future deferrals of compensation by
employees is no longer permitted, thus eliminating any further Company matching for employee deferrals as well. Effective
November 2014, amounts credited to the Deferred Compensation Plan may no longer be denominated in stock equivalents for
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